SEC Form 4 · accession 0001104659-18-029989
Victory Capital Holdings, Inc. · VCTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nina Gupta
Officer — Chief Legal Officer
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 9:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001570827
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1 | $8.09 | Apr 30, 2018 | A | 3,284 | A | Apr 30, 2018 | Jul 29, 2026 | Class B Common Stock | 3,284 | 67,158 | D |
| Stock Option (right to buy)F2 | $13.52 | Apr 30, 2018 | A | 832 | A | Apr 30, 2018 | Mar 10, 2027 | Class B Common Stock | 832 | 17,024 | D |
| Stock Option (right to buy)F3 | $13.52 | Apr 30, 2018 | A | 666 | A | Apr 30, 2018 | Jul 31, 2027 | Class B Common Stock | 666 | 13,620 | D |
| Stock Option (right to buy)F4 | $14.27 | Apr 30, 2018 | A | 2,336 | A | Apr 30, 2018 | Jan 1, 2028 | Class B Common Stock | 2,336 | 12,848 | D |
Explanation of responses
- F1On July 29, 2016, the reporting person was granted an option to purchase 72,997 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 29,197 of the shares vest based on the satisfaction of certain performance criteria, which were met for 3,284 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the "Form 3"), 63,874 of the shares have vested or will vest based on the passage of time.
- F2On March 10, 2017, the reporting person was granted an option to purchase 18,503 shares of Class B Common Stock (after giving effect to the Stock Split). 7,399 of the shares vest based on the satisfaction of certain performance criteria, which were met for 832 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 16,192 of the shares have vested or will vest based on the passage of time.
- F3On July 31, 2017, the reporting person was granted an option to purchase 14,803 shares of Class B Common Stock (after giving effect to the Stock Split). 5,919 of the shares vest based on the satisfaction of certain performance criteria, which were met for 666 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 12,954 of the shares have vested or will vest based on the passage of time.
- F4On January 1, 2018, the reporting person was granted an option to purchase 17,519 shares of Class B Common Stock (after giving effect to the Stock Split). 7,007 of the shares vest based on the satisfaction of certain performance criteria, which were met for 2,336 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 10,512 of the shares have vested or will vest based on the passage of time.